AMENDED AND RESTATED



AMENDED AND RESTATED

CERTIFICATE OF RESOLUTION

OF BANCO SANTANDER PUERTO RICO

 

I, NICOLAS LOPEZ PEÑA, duly appointed Secretary of BANCO SANTANDER PUERTO RICO (the "Bank"), a bank organized and existing under the laws of the Commonwealth of Puerto Rico, HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Bank pursuant to the authority conferred upon the Board of Directors by the provisions of the Articles of Incorporation, as amended, at a meeting thereof duly held on June 9, 1998:
RESOLVED, that pursuant to the authority expressly vested in the Board of Directors of the Bank by Article FIFTH of its Articles of Incorporation, the Board of Directors hereby authorizes the issuance of up to 3,000,000 shares of its preferred stock, par value $25.00, liquidation preference $25.00 per share to be designated as Banco Santander Puerto Rico Noncumulative Perpetual Monthly Income Preferred Stock, Series A (the "Series A Preferred Stock").

The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, of the shares of the Series A Preferred Stock are as follows:



1. Dividend Rights




	Holders of record of Series A Preferred Stock shall be entitled to receive noncumulative cash dividends payable monthly in arrears for each month at the Initial Dividend Rate or the Fixed Dividend Rate (as hereinafter defined) as applicable, when and as and if declared by the Board of Directors, or a duly authorized committee thereof, out of funds legally available therefor. Dividends on the Series A Preferred Stock will accrue from their date of issuance and will be payable monthly in arrears in United States dollars commencing on August 1st 1998, and for each month dividend period commencing on the first day of each month thereafter, and ending on and including the day next preceding the first day of the next Dividend Period (each, a "Dividend Period") to the holder of record of the Series A Preferred Stock a they appear on the books of the Bank on the second business day (as defined below), immediately preceding the relevant Dividend Payment Date (as defined below). Dividends so declared will be payable on the first day of each month commencing on August 1st, 1998 (each, a "Dividend Payment Date"). The amount of dividends payable per share of Series A Preferred Stock for each Dividend Period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of dividends payable for any period shorter than a full month dividend period will be computed on the basis of the actual number of days elapsed in such period.


	Holders of Series A Preferred Stock will not participate in dividends, if any, declared and paid on the common stock of the Bank (the "Common Stock"). Except as descried herein, holders of the Series A Preferred Stock will have no other right to participate in the profits of the Bank or to receive dividends. The right of holders of Series A Preferred Stock to receive dividends is noncumulative.


	If the Board of Directors of the Bank or an authorized committee thereof does not declare a dividend on the Series A Preferred Stock for a Dividend Period, then holders of the Series A Preferred Stock will have no right to receive a dividend for that Dividend Period, and the Bank will have no obligations to pay the dividend accrued for that Dividend Period, whether or not dividend are declared for any subsequent Dividend Period.


	dividends are not paid in full on the Series A Preferred Stock and on any other preferred shares stock of the Bank ranking on a parity as to the payment of dividends with the Series A Preferred Stock, all dividends declared upon the Series A Preferred Stock and any such other shares of Preferred Stock will be declared pro rata so that the amount of dividends declared per share on the Series A Preferred Stock and any such other shares of Preferred Stock will in all cases bear to each other the same ratio that the liquidation preference per share of the Series A Preferred Stock and any such other Preferred Stock bear to each other.


	So long as any shares of the Series A Preferred Stock remain outstanding, unless the full dividends on all outstanding shares of Series A Preferred Stock have been declared and paid or set apart for payment for the current Dividend Period and have been paid for all Dividend Periods for which dividends were declared and not paid, (i) no dividend (other than a dividend in Common Stock or in any other stock of the Bank ranking junior to the Series A Preferred Stock as to dividends or distribution of assets upon liquidation, dissolution or winding up) may be declared and paid, or set apart for payment, or other distribution declared or made, on the Common Stock or on any other stock ranking junior to or on a parity with the Series A Preferred Stock as to dividends or distribution of assets upon liquidation, dissolution or winding up and (ii) no shares of Common Stock or shares of any other stock of the Bank ranking junior to or on a parity with Series A Preferred Stock as to dividends or distribution of assets upon liquidation, dissolution or winding up, will be redeemed, purchased or otherwise acquired for any consideration by the Bank or any subsidiary of the Bank (nor may any moneys be paid to or made available for a sinking or other fund for the redemption, purchase or other acquisition of any shares of any such stock), other than by conversion into or exchange for Common Stock or any other stock of the Bank ranking junior to the Series A Preferred Stock as to dividends or distribution of assets upon liquidation, dissolution or winding up.


	When a Dividend Payment Date falls on a day that is not a Business Day, without any interest or accumulation on payment in respect of any such delay. A "Business Day" is a day on which the New York Stock Exchange is open for trading and which is not a Saturday, Sunday or other day on which the banks in the Commonwealth of Puerto Rico or New York City are authorized or obligated by law to close.

2. Dividend Rate




	The Board of Directors or a duly authorized committee thereof ("Pricing Committee") shall set an initial annual dividend rate per share for the Series A Preferred Stock at the time of issuance (the "Initial Dividend Rate").


	The Initial Dividend Rate shall be subject to only one change by the Pricing Committee prior to the sale of Series A Preferred Stock to the public by one or more shareholder of Series A Preferred Stock that hold in the aggregate more than 50% of the outstanding shares of the Series A Preferred Stock. Such one time change shall result in a fixed dividend rate (the "Fixed Dividend Rate") which may not be changed by Pricing Committee thereafter. When the Pricing Committee establishes the Fixed Dividend Rate it shall notify the Fixed Dividend Rate to holders of Series A Preferred Stock.


	The Pricing Committee may set the Initial Dividend Rate and the Fixed Dividend Rate from a minimum of 3% per annum to a maximum rate equal to the annual Price Rate charged by the Bank to its clients plus 10% (the "Rate Range").

3. Conversion; Exchange

The Series A Preferred Stock will not be convertible into, or exchangeable for any

other securities of the Bank. 

4. Redemption at the Option of the Bank




	The shares of the Series A Preferred Stock are not redeemable prior to July 1st, 2003. On or after such date, the shares of Series A Preferred Stock will be redeemable in whole or in part from time to time at the option of the Bank, upon not less than 30 nor more than 60 days' notice, by mail, at the redemption prices to be determined by the Pricing Committee and set forth in the Offering Circular used to sell the Preferred Stock to public, subject to the prior approval of the FDIC and the Commissioner, plus an amount equal to dividends declared and unpaid for the then current Dividend Period (without accumulation of accrued and unpaid dividends for prior Dividend Period (without accumulation of accrued and unpaid dividends for prior Dividend Periods and without interest) to the date fixed for redemption.


	In no event shall the Bank redeem less than all he outstanding Series A Preferred Stock, unless dividends for the then-current Dividend Period to the date fixed for redemption for such series shall have been declared and paid or set apart for payment on all outstanding Series A Preferred Stock, provided however, that the foregoing provisions will not prevent, if otherwise permitted, the purchase or acquisition by the Bank of Series A Preferred Stock pursuant to a tender or exchange offer made on the same terms to holders of all the outstanding Series A Preferred Stock and mailed to the holders of record of all such outstanding shares at such holders' address as the same appear on the books of the Bank; and provided, further, that if some, but less than all, of the Series A Preferred Stock are to be purchased or otherwise acquired by the Bank, the Series A Preferred Stock so tendered will be purchased or otherwise acquired by the Bank on a pro rata basis (with adjustments to eliminate fractions) according to the number of such shares tendered by each holder so tendering Series A Preferred Stock for such purchase or exchange. 


	In the event that less than all of the outstanding shares of the Series A Preferred Stock are to be redeemed in any redemption at the option of the Bank, the total number of shares to be redeemed in such redemption shall be determined by the Board of Directors and the shares to be redeemed shall be allocated pro rata or by lot as may be determined by the Board of Directors or by such other method as the Board of Directors may approve and deem equitable, including any method to conform to any rule or regulation of any national or regional stock exchange or automated quotation system upon which the shares of the Series A Preferred Stock may at the time be listed or eligible for quotation.


	The Bank may redeem the Series A Preferred Stock without ever having declared or paid a dividend on such stock.


	Notice of any proposed redemption shall be given by the Bank mailing a copy of such notice to the holders of record of the shares of Series A Preferred Stock to be redeemed, at their address of record, not more than 60 nor less than 30 days prior to the redemption date. The notice of redemption to each holder of shares of Series A Preferred Stock shall specify the number of shares of Series A Preferred Stock to be redeemed, the redemption date and the redemption price payable to such holder upon redemption and shall state that from and after said date dividends thereon will cease to accrue. If less than all the shares owned by a holder are then to be redeemed at the option of the Bank, the notice shall also specify the number of shares of Series A Preferred Stock which are to be redeemed and the numbers of the certificates representing such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have duly given, whether or not the stockholder receives such notice. Failure to duly to give such notice by mail, or any defect in such notice, to the holders of any stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock.

Notice having been mailed as aforesaid, from and after the redemption date (unless default be made in the payment of the redemption price for any shares to be redeemed), all dividends on the shares of Series A Preferred Stock called for redemption shall cease to accrue and all rights of the holders of such shares as stockholders of the Bank by reason of the ownership of such shares (except the right to receive the redemption price, on presentation and surrender of the respective certificates representing the redeemed shares) shall cease on the redemption date, and such shares shall not after the redemption date be deemed to be outstanding. In case less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued without cost to the holder thereof representing the unredeemed shares, if requested by such shareholder.


	At its option, the Bank may, on or prior to the redemption date, irrevocably deposit with a paying agent (a "Paying Agent"), having surplus and undivided profits aggregating at least $50 million, funds necessary for such redemption in trust, with irrevocable instructions and authorization that such funds be applied to the redemption of the shares of Series A Preferred Stock called for redemption upon surrender of certificates for such shares ( properly endorsed or assigned for transfer. If notice of redemption shall have been mailed and such deposit is made and the funds so deposited are made immediately available to the holders of the shares of the Series A Preferred Stock to be redeemed, the Bank shall thereupon be released and discharged (subject to the provisions described in the next paragraph) from any obligation o make payment of the amount payable upon redemption of the shares of the Series A Preferred Stock to be redeemed. Notwithstanding that any certificates for such shares shall not have been surrendered for cancellation, the shares represented thereby shall no longer be deemed to be outstanding. Thereupon, the holders of such shares shall look only to the Paying Agent for such payment. Thereafter, all rights of the holders of such shares as holders of Series A Preferred Stock (except the right to receive the redemption price, but without interest) will cease.


	Any funds remaining unclaimed at the end of two years from and after the redemption date in respect of which such funds were deposited shall be returned to the Bank forthwith and thereafter the holders of shares of the Series A Preferred Stock called for redemption with respect to which such funds were deposited shall look only to the Bank for the payment of the redemption price thereof. Any interest accrued on any funds deposited with the Paying Agent shall belong to the Bank and shall be paid to it from time to time on demand.


	Any shares of the Series A Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series, until such shares are once more designated as part of a particular series by the Board of Directors.

5. Voting Rights




	Except as indicated herein, or except as required by applicable law, the holders of the Series A Preferred Stock will not be entitled to receive notice of or attend or vote at any meeting of the stockholders of the Bank.


	A "Voting Event" will be deemed to have occurred in the event that dividends payable on any share or shares of Series A Preferred Shares shall not be declared and paid at the stated rate for the equivalent of eighteen full monthly Dividend Periods (whether or not consecutive). A Voting Event will be deemed to have been terminated when dividends have been paid regularly for twelve consecutive monthly Dividend Periods, subject always to the revesting of the right of holders of the Series A Preferred Stock voting as a class with the holders of any other preferred stock, to elect two directors as provided herein in the event of any future failure on the part of the Bank to pay dividends at the stated rate for any eighteen full monthly Dividend Period, (whether or not consecutive).


	If a Voting Event occurs, the holders of outstanding shares of the Series A Preferred Stock, together with the holders of shares of any one or more other series of preferred stock entitled to vote for the election of directors in the event of any failure to pay dividends, acting as a single class will be entitled, by written notice to the Bank given by the holders of a majority in liquidation preference of such shares or by ordinary resolution passed by the holders of a majority in liquidation preference, such shares present in person or by proxy at a separate special meeting of such holders convened for the purpose, to appoint two additional members of the Board of Directors of the Bank, to remove any such member from office and to appoint another person in place of such member. Not later than 30 days after such entitlement arises, if written notice by a majority of the holders of such shares has not been given as provided for in the preceding sentence, the Board of Directors or an authorized committee thereof will convene a separate special meeting for the above purpose. If the Board of Directors or such authorized committee fails to convene such meeting within such 30-day period, the holders of 10% of the outstanding shares of the Series A Preferred Stock and any such other stock will be entitled to convene such meeting. The provisions of the Articles of Incorporation and the By-Laws of the Bank relating to the convening and conduct of general meetings of stockholders will apply with respect to any such separate special meeting. Any member of the Board of Directors so appointed shall vacate office if, following the event which gave rise to such appointment, the Bank shall have resumed the payment of dividends in full on the Series A Preferred Stock and each such other series of stock for twelve consecutive monthly Dividend Periods. The Articles of Incorporation of the Bank provide for a minimum of five members of the Board of Directors and a maximum of eleven members.


	Any variation or abrogation of the rights, preferences and privileges of the Series A Preferred Stock by way of amendment of the Articles of Incorporation or otherwise (including, without limitation, the authorization or issuance of any shares of the Bank ranking, as to dividend rights or rights on liquidation, winding up and dissolution, senior to the Series A Preferred Stock) shall not be effective (unless otherwise required by applicable law) except with the consent in writing of the holders of at least two-thirds of the outstanding shares of the Series A Preferred Stock or with the sanction of a special resolution passed at a separate special meeting by the holders of at least two-thirds of the outstanding shares of the Series A Preferred Stock. Notwithstanding the foregoing, the Bank may without the consent or sanction of the holders of Series A Preferred Stock, authorize and issue shares of the Bank ranking as to dividend rights and rights on liquidation, winding up or dissolution, on a parity with or junior to the Series A Preferred Stock.


	No vote of the holders of the Series A Preferred Stock will be required for the Bank to redeem or purchase and cancel the Series A Preferred Stock in accordance with the Articles of Incorporation and the Authorizing Resolution.


	The Bank will cause a notice of any meeting at which holders of Series A Preferred Stock are entitled to vote to be mailed to each record holder of the Series A Preferred Stock. Each such notice will include a statement setting forth (i) the date of such meeting, (ii) a description of any resolution to be proposed for adoption at such meeting on which such holders are entitled to vote and (iii) instructions for deliveries of proxies.

5. Liquidation Preference




	In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Bank, the holders of shares of Series A Preferred Stock will be entitled to receive out of assets of the Bank available for distribution to stockholders, before any distribution of the assets is made to the holders of shares of the Common Stock or on any other class or series of stock of the Bank ranking junior to the Series A Preferred Stock as to such a distribution, an amount equal to $25.00 per share, plus an amount equal to dividends declared and unpaid for the then current Dividend Period(without accumulation of accrued and unpaid dividends for prior Dividends Periods) to the date fixed for payment of such distribution.


	If, upon any voluntary or involuntary liquidation, dissolution or winding up the Bank, the assets of the Bank are insufficient to make the full liquidation payment on the Series A Preferred Stock and liquidating payments or any other class or series of stock of the Bank ranking on a parity with the Series A Preferred Stock as to any such distribution, then such assets will be distributed among the holders of the Series A Preferred Stock and such other class or series of parity stock, ratably in proportion to the respective full preferential amounts to which they are entitled.


	After any liquidating payments, the holders of the Series A Preferred Stock will be entitled to no other payments. A consolidation or merger of the Bank with or into any other corporation or corporations or the sale, lease or conveyance, whether for cash, shares of stock, securities or properties, of all or substantially all the assets of the Bank will not be regarded a liquidation, dissolution or winding up of the Bank.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation this 26th day of June, 1998.

 
Nicolás López Peña
Secretary

 



















Affidavit # ______

 

Sworn and subscribed before me by Nicolás López Peña, of legal age, married, executive, resident of Toa Alta, Puerto Rico, in his capacity as Secretary of the Board of Directors of Banco

Santander Puerto Rico, personally known to me, this 26th day of June 1998, in San Juan, Puerto Rico.

 
NOTARY PUBLIC